In every M&A transaction, the primary agreement contains representations and warranties (reps and warranties) from each party to the other, covering past, present, and sometimes future facts about the business. These statements are crucial for disclosure, risk management, and ensuring a solid transaction foundation. This blog explains why reps and warranties are important, common subjects they cover, and factors influencing their configuration.

In the world of mergers and acquisitions (M&A), the M&A lawyer acts as the central coordinator, guiding transactions from inception to closing. Key responsibilities include strategic thinking, negotiation, legal due diligence, drafting complex documents, advising on fiduciary duties and regulatory compliance, structuring transactions, and implementing defensive measures. The M&A lawyer ensures all legal, strategic, and procedural aspects are meticulously handled, playing a crucial role in the successful execution of M&A deals.

When it comes to private mergers and acquisitions (M&A) transactions, most are structured as acquisitions of stock. The key document governing these transactions is the Stock Purchase Agreement (SPA), which outlines the sale of shares in a target company to a buyer in exchange for cash or other consideration. SPAs are intricate documents designed to mitigate risks and maximize rewards for both parties involved. This guide provides an overview of the key provisions of an SPA, with detailed analysis to follow in future posts.